Exhibit 1.0
















                         Consent of Independent Auditors



Stock Option and Compensation Committee
     of the Board of Directors
National Semiconductor Corporation:


We consent to  incorporation  by reference in the  Registration  Statement  (No.
33-55703) on Form S-8 of National Semiconductor  Corporation of our report dated
March 11, 2004,  relating to the statements of income and changes in plan equity
of the National  Semiconductor  Corporation Global Employees Stock Purchase Plan
for each of the years in the three-year  period ended  December 31, 2003,  which
report  appears  in the  December  31,  2003  Annual  Report on Form 11-K of the
National Semiconductor Corporation Global Employees Stock Purchase Plan.


                                                        KPMG LLP




Mountain View, California
March 25, 2004